Start a Delaware LLC: $110 + $400/yr
Fast, private, and predictable: one flat tax a year and no annual report. Budget the HB 400 rate, and be clear about what a Delaware address does not do for a business run from somewhere else.
| Item | Cost | When |
| Certificate of Formation | $110 | Once |
| Name reservation (optional) | $75 | Holds a name 120 days |
| Registered agent | ~$50–$300/yr | Continuously |
| Annual LLC tax | $400 (was $300) | June 1, for the prior year |
| Certificate of good standing | $50 | When a bank or state asks |
State fees from the Division of Corporations schedule revised August 1, 2026. Same-day and 24-hour expedite fees are extra.
Step by step
- Pick an available name using the Division of Corporations entity search. It must contain “LLC,” “L.L.C.,” or “Limited Liability Company.”
- Appoint a registered agent with a Delaware street address. The agent's name and address go on the Certificate of Formation.
- File the Certificate of Formation ($110). It needs only the LLC name and the agent's name and address: no members, managers, or business purpose. Most agents file it for you; expedited processing is available for an extra fee.
- Sign an operating agreement. Delaware law gives operating agreements near-total freedom of contract, which is the main reason sophisticated multi-member deals choose Delaware. Nothing is filed with the state.
- Get an EIN and decide on tax treatment: a single-member LLC is disregarded by default, a multi-member LLC is a partnership, and either can elect corporate or S-corp treatment.
- Register where you operate. If the business has people, an office, or significant sales in another state, register there as a foreign LLC.
- Calendar June 1. The flat tax covers the previous calendar year. An LLC formed in 2026 makes its first payment, $400, by June 1, 2027.
The annual tax and what happens if you miss it
Every Delaware LLC owes the flat annual tax whether it earned millions or nothing. HB 400 raised it from $300 to $400 starting with tax year 2026. There is no annual report and no member list: you simply pay online by June 1. A late payment adds a $200 penalty plus 1.5% interest per month on the unpaid amount, and an LLC that stays unpaid long enough loses its good standing and eventually its existence. You cannot cancel the LLC later without first paying every year that is owed, so an unused shelf LLC keeps costing $400 a year until it is formally cancelled.
Delaware income tax
A Delaware LLC taxed as a pass-through with no Delaware-source income generally files no Delaware income tax return; its members report the income in the states where they live and where the business actually operates. Delaware is attractive for its law, not for tax avoidance in your home state.
What it doesn't do
A Delaware LLC run from California still owes California's $800 minimum plus its gross-receipts fee once it foreign-qualifies, and California requires that as soon as you are “doing business” there. The same is true in New York, Texas, and most other states. For a one-state business with no outside investors, forming at home is usually cheaper. Compare 5-year totals in the tri-state matrix, or read Wyoming vs Delaware if cost is the main driver.